Change in control of Sponsor and/or Manager of Alternative Investment Fund involving scheme of arrangement under Companies Act, 2013
Summary
This circular establishes a streamlined procedure for Alternative Investment Funds seeking SEBI approval for changes in control of their Sponsor or Manager via a scheme of arrangement under the Companies Act, 2013. It mandates that AIFs must file an application with SEBI prior to approaching the National Company Law Tribunal (NCLT) and obtain in-principle approval within three months. Final approval from SEBI is contingent upon submitting specific documents, including the NCLT order and compliance details, within fifteen days of the NCLT's decision.
Text
Regulation 20(13) of SEBI (Alternative Investment Funds) Regulations, 2012 requires prior Board approval for change in control of Sponsor/Manager, supplemented by previous circulars detailing the process.
The application seeking approval for the proposed change in control under Regulation 20(13) shall be filed with SEBI prior to filing the application with the NCLT.
Upon being satisfied with compliance of the applicable regulatory requirements, in-principle approval will be granted by SEBI.
The validity of such in-principle approval shall be three months from the date of issuance, within which the relevant application shall be made to NCLT.
Within 15 days from the date of order of NCLT, applicant shall submit the following documents to SEBI for final approval: Application for final approval; Copy of the NCLT Order approving the scheme; Copy of the approved scheme; Statement explaining modifications; Details of compliance with conditions/observations.
The provisions mentioned in Para 2.b.iv of SEBI Circular No. CIR/IMD/DF/14/2014 dated June 19,2014 read with Para 3 of SEBI Circular No. CIR/IMD/DF/16/2014 dated July18,2014 shall remain unchanged.
The provisions of this Circular shall be applicable to all the applications for change in control of Sponsor and/or Manager of the AIF for which the scheme(s) of arrangement is filed with NCLT on or after April 01, 2022.
This Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
Source: SecMarx — Change in control of Sponsor and/or Manager of Alternative Investment Fund involving scheme of arrangement under Companies Act, 2013. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.